Securities Law Advisory: Preparation for 2007 Fiscal Year SEC Filings & 2008 Annual Shareholder Meetings


As our clients and friends know, each year Mintz Levin provides a summary of the regulatory developments that impact public companies as they prepare for their fiscal year-end filings and annual shareholder meetings. This Advisory discusses key considerations to keep in mind as you embark upon the year-end reporting process in 2008.1

Compensation Disclosures. Companies’ efforts to respond to the SEC’s revised executive compensation disclosure requirements will remain a primary focus area this reporting season. The revised requirements took effect for annual reports and proxy statements covering fiscal years ending on or after December 15, 2006.2 These requirements, including in particular the Compensation Discussion and Analysis section (“CD&A”), have shifted the timeframe for preparation of executive compensation disclosures to earlier in the year-end reporting process than ever before, due in part to the increasing number of individuals within and outside of companies whose input is required to draft the required disclosures. Following its review of

companies’ first efforts at preparing CD&A disclosure, the SEC has issued two valuable sources of guidance on the CD&A section, which we recommend all companies refer to prior to

drafting the CD&A to cover 2007 compensation actions and decisions, as discussed in more detail below.

Internal Control over Financial Reporting. Companies continue to cope with the rigorous disclosure requirements that accompany internal control reporting obligations under Section 404 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”). During 2007, the SEC issued interpretive guidance on internal control reporting for smaller companies, including an approach that will permit a more “scalable and flexible” approach to internal control reviews.3

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